AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of
August 22, 1995, between SOUTHWESTERN PUBLIC SERVICE COMPANY, a
New Mexico corporation (the "Company"), and SOCIETY NATIONAL
BANK, successor to Ameritrust Company National Association, a
national banking association organized and existing under the
laws of the United States of America (the "Rights Agent"),
amending the Rights Agreement, dated as of July 23, 1991,
between the Company and the Rights Agent.
W I T N E S S E T H:
WHEREAS, the Company intends to enter into an Agree-
ment and Plan of Reorganization, by and among M-P New Co., a
Delaware corporation ("Newco"), Public Service Company of Colo-
rado, a Colorado corporation ("PSC"), and the Company, dated as
of August 22, 1995 (the "Reorganization Agreement"), as a
result of which PSC and the Company will become wholly owned
subsidiaries of Newco and the common shareholders of PSC and
the Company will together own all of the outstanding shares of
common stock of Newco; and
WHEREAS, the Company and the Rights Agent desire to
amend the Rights Agreement in accordance with Section 27 of the
Rights Agreement.
NOW, THEREFORE, in consideration of the premises and
mutual agreements set forth in the Rights Agreement and this
Amendment, the parties hereby agree as follows:
ARTICLE I
1. The Rights Agreement is amended by adding the
following WHEREAS clause immediately before the paragraph
beginning "NOW, THEREFORE":
WHEREAS, the Board of Directors of the Com-
pany has authorized the transaction contemplated
by the Agreement and Plan of Reorganization (the
"Reorganization Agreement"), by and among M-P New
Co., a Delaware corporation ("Newco"), Public Ser-
vice Company of Colorado, a Colorado corporation
("PSC"), and the Company, dated as of August 22,
1995, as a result of which PSC and the Company
will become wholly owned subsidiaries of Newco and
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the common shareholders of PSC and the Company
will together own all of the outstanding shares of
common stock of Newco;
2. The Rights Agreement is amended by adding the
following new Section to the end of such Agreement:
"Section 35. Newco Reorganization. Notwithstanding
any provision herein to the contrary, none of Newco, PSC
or any of their respective Affiliates and Associates shall
be considered an Acquiring Person under this Agreement and
no Shares Acquisition Date or Distribution Date has
occurred or will occur, in any such case as a result of
the approval, execution or delivery of the Reorganization
Agreement."
ARTICLE II
1. Section 3(c) of the Rights Agreement is amended
as follows:
(a) by adding after "July 23, 1991" in the third
line of the legend the phrase:
", as amended by Amendment No. 1 dated as of August
22, 1995"
2. Exhibit A to the Rights Agreement is amended as
follows:
(a) by adding after "July 23, 1991" in the third
line of the first paragraph on page A-1 the phrase:
", as amended by Amendment No. 1 dated as of August
22, 1995"
(b) by adding the following paragraph after the sec-
ond paragraph on page A-1:
"Notwithstanding anything herein to the contrary,
none of Newco (as defined below), PSC (as defined below)
or any of their respective Affiliates and Associates is an
"Acquiring Person" and no "Shares Acquisition Date" or
"Distribution Date" has occurred or shall occur as a
result of the approval, execution or delivery of the
Agreement and Plan of Reorganization, by and among M-P New
Co., a Delaware corporation ("Newco"), Public Service Com-
pany of Colorado, a Colorado corporation ("PSC"), and the
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Company, dated as of August 22, 1995, or the transactions
contemplated thereunder."
3. Exhibit B to the Rights Agreement is amended as
follows:
(a) by deleting the last sentence of the first para-
graph on page B-1 and substituting the following:
"On August 22, 1995, the Board of Directors amended
the Rights. The description and terms of the Rights are
set forth in a Rights Agreement, as amended (the "Rights
Agreement"), between the Company and Society National
Bank, successor to Ameritrust Company National Associa-
tion, as Rights Agent (the "Rights Agent")."
(b) by adding the following paragraph after the
fifth full paragraph on page B-2:
"Notwithstanding anything herein to the contrary,
none of Newco (as defined below), PSC (as defined below)
or any of their respective Affiliates and Associates (each
as defined in the Rights Agreement) is an "Acquiring Per-
son" and no "Shares Acquisition Date" or "Distribution
Date" has occurred or shall occur as a result of the
approval, execution or delivery of the Agreement and Plan
of Reorganization, by and among M-P New Co., a Delaware
corporation ("Newco"), Public Service Company of Colorado,
a Colorado corporation ("PSC"), and the Company, dated as
of August 22, 1995, or the transactions contemplated
thereunder."
(c) by deleting the last paragraph on page B-2 and
substituting the following:
"A copy of the Rights Agreement has been filed with
the Securities and Exchange Commission (the "Commission")
as an Exhibit to a Registration Statement or Form 8-A
dated July 23, 1991. A copy of Amendment No. 1 has been
filed with the Commission as an Exhibit to Form 8-A/A,
which amends the earlier Form 8-A. Copies of the Rights
Agreement and Amendment No. 1 thereto are available free
of charge from the Company. This summary description of
the Rights does not purport to be complete and is quali-
fied in its entirety by reference to the Rights Agreement,
as amended, which is hereby incorporated by reference."
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ARTICLE III
1. The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights Agreement as
amended by this Amendment No. 1.
2. The foregoing amendments contained in Articles
I, II and III shall be effective as of the date hereof and,
except as set forth herein, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected
hereby.
3. This Amendment No. 1 may be executed in two or
more counterparts each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment No. 1 to be duly executed, all as of the day and
year first above written.
SOUTHWESTERN PUBLIC SERVICE COMPANY
By: /s/ Bill D. Helton
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Name: Bill D. Helton
Title: Chairman of the Board
and Chief Executive
Officer
SOCIETY NATIONAL BANK, successor to
Ameritrust Company National
Association, as Rights Agent
By: /s/ Mark Asbury
------------------------
Name: Mark Asbury
Title: Vice President